Payment of Indemnity Claims. (1) In the case of any amount payable to any indemnified party, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter and the indemnifying party shall be required to pay all of the sums so due and owing to the indemnified party by wire transfer of immediately available funds within five (5) Business Days after the date of such notice. Subject to Section 10.7, in the case of any amount payable to a Buyer Indemnified Party, such amount shall be satisfied by the reduction of the outstanding principal amount of the Note (a) first, with respect to the portion thereof convertible into Shares and if such amount is exhausted and (b) second, with respect to the portion thereof convertible into cash. If the Note is no longer outstanding for any amount payable to a Buyer Indemnified Party, such amount shall be satisfied at the option of Buyer either through (i) the return to Buyer from Seller of such number of Shares equal to the indemnified amount (at a price per Share equal to the closing sales price of Buyer’s Stock on the date immediately prior to payment) or (ii) by wire transfer of immediately available funds.
Payment of Indemnity Claims. Upon resolution of any Indemnity Claim or portion of such a claim, or any claim of the General Partner arising under Section 10.9(c), each as evidenced by a written instruction of the General Partner, in which an officer of the General Partner certifies that the instruction has been approved by either (a) the General Partner or (b) a final, non-appealable order of a court of competent jurisdiction, New REIT shall release to itself from the Holdback Fund: (x) a number of Holdback Shares equal to the lesser of (i) the number of Holdback Shares remaining in the Holdback Fund at such time and (ii) the number of Holdback Shares resulting from dividing (A) the product of (1) the Holdback Share Allocation, multiplied by (2) the amount of such claim or portion of such claim as set forth in such instruction (the “Claim Amount”), by (B) the closing price of New REIT’s common shares on the day of the resolution of such claim pursuant to this Section 10.3, and (y) an amount of cash equal to the lesser of (i) the balance of the Holdback Cash remaining in the Holdback Fund at such time and (ii) the product of (A) (1) 100%, minus (2) the Holdback Share Allocation, multiplied by (B) the Claim Amount. All Holdback Shares released pursuant to this Section 10.3 shall be cancelled as soon as practicable after such release.
Payment of Indemnity Claims. Upon resolution of any Indemnity Claim or portion of such a claim, each as evidenced by a written instruction of RLJ Development, in which an officer of RLJ Development certifies that the instruction has been approved by either (a) RLJ Development or (b) a final, non-appealable order of a court of competent jurisdiction, New REIT shall release to itself from the Holdback Fund a number of Holdback Shares equal to the lesser of (i) the number of Holdback Shares remaining in the Holdback Fund at such time and (ii) the number of Holdback Shares resulting from dividing (A) the product of (x) the Holdback Share Allocation, multiplied by (y) the amount of such claim or portion of such claim as set forth in such instruction (the “Claim Amount”), by (B) the closing price of New REIT’s common shares on the day of the resolution of such claim pursuant to this Section 9.3. All Holdback Shares released pursuant to this Section 9.3 shall be cancelled as soon as practicable after such release.
Payment of Indemnity Claims. (a) Notwithstanding anything to the contrary herein, any liability of CMI under this Article 11 to indemnified persons listed in Section 11.1 shall be satisfied through, at the option of CMI (1) payments solely in cash, or (2) the payment of cash and Parent Common Stock with 20% of all payments in cash and the balance (to the extent of the Common Stock Merger Consideration) of all payments in shares of Parent Common Stock, such shares to be valued at the Parent Common Stock Price.
Payment of Indemnity Claims. Subject to Section 10.7, at the time that any indemnifiable Loss is finally determined under this Article X (which, in the case of payments to third persons permitted under this Article X, shall be the earlier of (a) the date of such payments or (b) the date that a court of competent jurisdiction shall enter a final judgment, order or decree (after exhaustion of appeal rights) establishing such Liability with respect to an open claim) (such Loss or amount being hereinafter referred to as the "Indemnity Claim"), the Indemnifying Party or parties shall be obligated to pay to the Indemnified Party the amount of such Indemnity Claim within five (5) days of such final determination. For purposes hereof, the Indemnity Claim shall include the amounts so paid, or determined to be owing, by the Indemnified Party together with costs and reasonable attorneys' fees.
Payment of Indemnity Claims. In the event that any Buyer Indemnified Party becomes entitled to indemnification from the Stockholders as provided in this Article 8, and any one or more of the Stockholders should fail to pay his share of such indemnification obligation within ten (10) days of his receipt of demand therefor by Parent and/or the Surviving Corporation, the Buyer Indemnified Parties shall realize their rights of indemnification through deduction of the appropriate amounts from the next amounts due under all or the applicable Cash Flow Notes, or the Prepayment Shortfall plus accrued but unpaid interest, as applicable, and the Stockholders shall remain personally liable to the Buyer Indemnified Parties, jointly but not severally, to the extent the then balance of the applicable Cash Flow Notes or the Prepayment Shortfall plus accrued but unpaid interest, as applicable, is insufficient to cover all such indemnification obligation(s). Any amount distributed to the Buyer Indemnified Parties or held back by Parent from amounts otherwise owed to the Stockholders shall be treated for federal, state and local tax purposes as a reduction in the aggregate Per Share Merger Consideration.
Payment of Indemnity Claims. If and when any Party becomes responsible for payment on an indemnification claim pursuant to this Article IX, the payment obligation shall be settled as follows:
Payment of Indemnity Claims. Notwithstanding the provisions of the Merger Agreement, in lieu of forfeiting Remaining Merger Shares in satisfaction of Indemnity Claims made by Versant under Article 11 of the Merger Agreement, Versant agrees that the Representative may elect to pay the amount of Indemnifiable Loss which Versant is entitled to recover under such Indemnity Claims (or any settlement thereof) in cash.
Payment of Indemnity Claims. 37 ARTICLE 13
Payment of Indemnity Claims. Notwithstanding anything to the contrary herein, any liability of Solutions and MLC under this Agreement for Stockholder Indemnity Claims (other than pursuant to item (iii) of Section 12.2) shall be satisfied solely through the issuance of additional MLC Common Shares, such additional MLC Common Shares to be valued at the Average Share Price and to be issued on a pro rata basis to the Stockholders based on their relative equity interests in Compuventures immediately prior to the consummation of the Merger. With respect to any MLC Common Shares to be returned to the MLC by the Stockholders in settlement of MLC Indemnity Claims pursuant to this Section 12.8, any dividends previously paid in respect of such returned MLC Common Shares (whether paid in cash, MLC Common Shares or other property) shall also be returned to the MLC, provided that the value of such dividends shall not be taken into account for purposes of determining the value of such returned MLC Common Shares, as contemplated under paragraph 47g of Accounting Principles Board Opinion No. 16 (Interpretation No. 121).
